Professional Documents
Culture Documents
Issuer
Security/ Instrument
Total Issue Size
Objects of Issue
Utilization of Issue
Proceeds
Mode of Issue
Seniority / Status of
holder(s) of NCRCPS
Yield (XIRR)
Settlement Mode
Dividend Type
Dividend Payment
Mechanism*:
Dividend
Payment Date
and
Redemption/
Maturity Date
No. of
Days
Payment
made and
received by
the holders
of NCRCPS
(Rs.)
30-Sep-15
(subscription to NCRCPS of the Company by the Investors)
-15,000.00
30-Jun-16
30-Sep-15
31-Mar-16
184
366
16.46%
620.62
620.62
30-Jun-17
01-Apr-16
31-Mar-17
365
365
16.46%
1,234.50
1,234.50
30-Jun-18
01-Apr-17
31-Mar-18
365
365
16.46%
1,234.50
1,234.50
30-Jun-19
01-Apr-18
31-Mar-19
365
365
16.46%
1,234.50
1,234.50
30-Jun-20
01-Apr-19
31-Mar-20
366
366
16.46%
1,234.50
1,234.50
30-Jun-21
01-Apr-20
31-Mar-21
365
365
16.46%
1,234.50
1,234.50
30-Jun-22
01-Apr-21
31-Mar-22
365
365
16.46%
1,234.50
1,234.50
30-Sep-22
01-Apr-22
29-Sep-22
182
365
16.46%
615.56
15,615.56
XIRR
8.10%
* The cash flows given above are illustrative only. All the Dividend Payment Dates have been assumed as June 30 and
therefore the Dividend has been calculated at the rate of 16.46%. However in case if the Issuer pre-pones and makes the
payment of Dividend on March 31 or earlier, for any Dividend period, the Rate of Dividend for such Dividend period shall
applied at the rate of 16.16% p.a. on the face value amount of the NCRCPS. Further Dividend Payment Dates,
Redemption/ Maturity Date, Dividend Amount shall need to be adjusted for Business Day Convention as detailed in the
Private Placement Offer Letter
Redemption Premium
. 7,500 per NCRCPS
Redemption Amount
Face value amount of Rs. 7,500 per NCRCPS plus Redemption Premium of
Rs. 7,500 per NCRCPS plus any Dividend accrued but not paid on any
previous Dividend Payment Date(s) as well the Dividend accrued upto the
Redemption Date
Transfer
The NCRCPS shall be freely transferrable subject to guidelines laid down by
SEBI, RBI, Depositories and Memorandum and Articles of Association of
the Issuer, subject to any Body Corporate not holding more than one half of
the total share capital of the Company either on its own or together with one
or more of its subsidiary companies
Mode of Redemption
In pursuance of sub-rule (6) of rule 9 of the Companies (Share Capital &
Debentures) Rules, 2014, the Company shall redeem the NCRCPS as per terms
specified in this Private Placement Offer Letter or as varied after due approval of
holder(s) of NCRCPS under section 48 of the Companies Act, 2013
Capital Redemption
Reserve
Listing
In pursuance of section 55 of the Companies Act, 2013, in the event that the
Issuer decides to redeem the NCRCPS otherwise than out of proceeds
realized from issuance of fresh shares, i.e. out of profits of the Company
which would otherwise be available for dividend, the Company shall, out of
such profits, transfer a sum equal to the nominal amount of the NCRCPS to
be redeemed, to the Capital Redemption Reserve Account, and the
provisions of the Companies Act, 2013 relating to reduction of share capital
of the Company shall apply as if the Capital Redemption Reserve Account
were paid-up share capital of the Company
The Capital Redemption Reserve Account may also be applied by the
Company, in paying up unissued shares of the Company to be issued to
members of the Company as fully paid bonus shares
Proposed to be listed on the BSE Ltd.
The Company shall make listing application to BSE within 15 days from the
Deemed Date of Allotment of the NCRCPS and seek listing permission
within 20 days from the Deemed Date of Allotment of NCRCPS. In case
delay in listing of NCRCPS beyond 20 days from the Deemed Date of
Allotment, the Company shall pay a penal amount of 1.00 per cent per annum
over the Rate of Dividend on the face value of NCRCPS for the defaulting
period i.e., the period from the expiry of 30 days from the Deemed Date of
Allotment till day prior to the actual listing of NCRCPS on the Stock
Exchange
In the event of any change in tax laws as applicable at the time of allotment
on account of which, the Dividend/ Redemption Premium received by the
holder(s) of NCRCPS becomes subject to any additional tax to the account
of the holder(s) of NCRCPS , the Issuer shall declare and pay such additional
amounts as Dividend/ Redemption Premium such that the total amount
received by the holder(s) of NCRCPS as Dividend/ Redemption Premium
in relation to the NCRCPS less the tax payable on account of the change in
applicable tax laws is equivalent to the Rate of Dividend as has been set out
for the NCRCPS . For the purpose of computation of tax amount, the Issuer
shall draw reference from the applicable tax rate prescribed for such dividend
for all classes of investors
Background of Company :
Infrastructure Leasing & Financial Services Limited was incorporated on September 3, 1987 as a public limited
company under the provisions of the Companies Act, 1956
IL&FS was initially promoted by erstwhile Unit Trust of India, Central Bank of India and Housing Development
Finance Corporation Limited
At present, the institutional shareholders of IL&FS include, Life Insurance Corporation of India, Housing
Development Finance Corporation Limited, Central Bank of India, State Bank of India, ORIX Corporation, Japan
and Abu Dhabi Investment Authority
IL&FS is a professionally managed organisation with the Board of Directors comprising of nominees of the
institutional shareholders and Independent Directors
(ii) Corporate Structure
The Issuer has been continuously adapting to the dynamics of the business environment, and over the years, has
evolved a robust structure for development and implementation of wide array of infrastructure projects
In order to implement infrastructure projects in a focussed manner as well as to attract and retain talent needed to
foster the initiatives in their respective fields, the Issuer has created various business verticals, viz:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Surface Transport
Financial Services
Energy
Environmental Infrastructure
Fund Management
Securities Services
Water
Urban Infrastructure
(i)
Maritime Infrastructure
These business verticals in turn act as holding or operating entities for development and implementation of various
projects of their respective sectors.
The foregoing structure has been successful in enabling IL&FS to induct strategic or private equity investors in the
sector specific business verticals or in the downstream special purpose vehicles and thereby creating and enhancing
the value of the respective business verticals.
RATING RATIONALE / CREDIT RATING LETTER ISSUED BY THE RATING AGENCY:
Credit Analysis & Research Limited (CARE) has assigned a rating of "CARE AAA (RPS) [Pronounced Triple A
(Redeemable Preference Shares)] to the present issue of NCRCPS of the Company of face value aggregating to Rs.5,000
million vide its letter dated September 22, 2015. Instruments with this rating are considered to have the highest degree of
safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter
issued by CARE is enclosed in this Private Placement Offer Letter as Annexure A, the Rating Rationale will be provided
separately